Worth Protecting
by levitrius9
Summary: Based on episode 12 from Transformers Prime. i own nothing. When Arcee meets an old foe, she must battle the demons inside her before she loses someone close to her. Told in Arcee's POV. oneshot!


12-12-11

_**Transformers Prime**_

_**Worth Protecting:**_

"Really wished I packed some bug spray. The mosquitoes in this forest are huge."

That was my human friend, Jack. We were out on some daily recon in the forest. Turns out he wasn't so fond of bugs. Good thing I have metal skin. I was amused at how Jack continuously tried to kill a mosquito that did nothing but buzz over his head.

"Quite the outdoors men aren't you?" I teased.

"You wouldn't be making fun of my survival kit?"

I smiled.

"Maybe."

Jack laughed in amusement.

"I may not have stinger proof, metal skin Arcee but if we ever need it, I can use my multifunctional pocketknife and fire started to make us something pretty good to eat."

I looked down at him, holding up the Energon deposit scanner that Ratchet had given me earlier to use for recon and said…

"You have your tools. I have mine."

The second I finished my sentence, the scanner went off and started beeping. Looking at the scanner, it said that there was a pretty big deposit of Energon nearby.

"That's odd. Ratchet is usually accurate when it comes to detecting Energon deposits and Energon deposits on earth usually don't send out such a strong signal."

Jack looked at me with a confused looked. I motioned for him to follow as we made our way to where the signal was coming from.

I kept a close eye on the scanner as we walked until we came to the exact location of the signal. Putting the scanner away, Jack and I stared in awe. It looked like something big crashed right through. The trees were parted and the ground was carved into a long crater. Jack walked up to me.

"Whoa. What happened?" he asked.

"Crash landing."

Something wasn't right and I had a bad feeling something bad was going to happen.

"Stay behind me and don't wander off." I warned, following the crash skid marks.

I wasn't going to put him in harm's way. I wanted Jack to stay safe. Taking cover behind the trees, we finally found the ship that had crashed landed.

"Autobot or Decepticon?" Jack asked.

I scanned the ship closely. There was no insignia of any alliance on it.

"Can't tell. Wait here and don't follow me." I ordered.

Drawing my blaster, I slowly and cautiously made my way towards the ship. I hid by the entrance of the ship just in case someone was inside. If it was a Decepticon, I was ready to take them out. Taking a deep breath, I jumped in front of the ship's entrance; blaster pointing forward…looks like no one was home. With that, I made my way inside.

What I saw stunned me. It was preserved heads inside these cylindrical containers with some kind of fluid. The ship was full of them. It was almost like a collection. I got a good look at the heads and noticed that they were of monsters from different planets. Fear gripped me. I knew who this ship belonged to. I had to get out of here.

Making my way outside, my mind began to spin and I could feel my body shaking. Memories started flooding back into my mind…

_She had a wicked smile on her face. Her eyes glowed with a purple intensity. Her spider leg appendage rose and the next second, it came crashing down. Energon. Energon was splattered everywhere. _

I shook my head in attempt to get rid of the memory that started to resurface within me. Jack ran up to me.

"Arcee! What's wrong?" he asked.

I could hear the concern in his voice. I looked down.

"I know who this ship belongs to."

Knowing the danger that made itself present, I immediately tried to contact base.

"Arcee to base. I need a Ground Bridge asap!"

Jack stared in worry.

"What? Ground Bridge? Why? Who does this ship belong to?"

I ignored his questions and continued trying to call for base. There was no answer. Something on the ship must be preventing me from contacting them.

"Scrap!" I swore.

I started to walk towards the forest, Jack following close by.

"Arcee? What's going on? You're freaking me out"

"Stay here." I told him simply, my voice sounding harsher than what I wanted.

He stood put and I made my way into the forest. Walking past the trees, I saw that they were all scratched up and there were some footprints on the ground. I knelt down to examine the ground. Yea…it was definitely her. My eyes widened in fear.

_I was tied up. I couldn't move. I couldn't fight. I desperately tried to free myself but to no avail. I stared at her feminine form but I knew under that beautiful figure was a killer. She walked up to me, her hand turning into a claw. I backed away but of course I could not go anywhere. I could hear myself cry out as a raking noise filled my ears._

"Arcee?"

I snapped back into reality with the sound of Jack's voice. I could see his concern. If only he knew how concerned I was for him right now. Giving him a quick glance, I transformed into my motorcycle form.

"Hop on." I ordered.

Putting on his helmet, he quickly jumped on. The second he had a firm grip on my handlebars, I zoomed as far away from the ship as possible. I could hear his yells of surprise as he hung on for dear life.

"Whoa! Arcee! Slow down!" he yelled.

I ignored his protest and continued speeding through the forest. The forest was separated by a huge gaping trench and I quickly made a beeline for the trench. I sped up and I jumped the trench, Jack scared half to death probably. I finally stopped as soon we cleared the trench and let him dismount. He got off shakily.

"Was that necessary Arcee?" he yelled angrily.

I ignored him and once again tried to contact base. There was still no answer.

"Scrap!" I swore again.

"Look I've seen danger be-"

"Wait here and this time, I mean it." I said, cutting him off.

Jack glared at me.

"Ok. So you ignore me first and now you're trying to leave me here. I thought I was your partner?"

Transforming back into my normal form I stared him in the eye saying…

"No Jack. You're not my partner. You're just a kid. I only brought you here because I thought there was going to be no risk. Got it?"

With that, I transformed back into my motorcycle form and sped away, leaving him alone in the forest. I was going to head back to find the owner of that ship. I felt bad for how harsh I was to Jack but I'm not going to let him get hurt.

I traveled quite a distance until I sensed something. Stopping, I transformed back into my normal form, blaster drawn. She was close. I could feel it. I inspected the area carefully. Where was she? I heard some crackling behind me. Turning around, I saw a tree stump that was burning up and decaying from acid. I stared, frozen.

_The war was going on in Cybetron. _

"_Arcee to delta team. Requesting rendezvous coordinates. Do you copy?"_

"_Arcee. You lost again? You should work on that sense of direction of yours."_

_I smiled. It was my partner._

"_You're one to talk. You should work on your aim Tailgate. If you hadn't missed that sniper, I wouldn't have to break rank and engage the enemy in hand to hand combat."_

"_From the sound of things, I'm guessing you came out ahead?"_

"_Try waiting up for me this time and I'll spare the details. What's your position?" I asked._

"_About half a click from the depot due north. Think you can find it partner?"_

"_Trust me Tailgate my navigation abilities ar-"_

_The next second I was covered in sticky web. I couldn't move. I saw a figure walk towards me but before I could see who it was, she shot a web that covered my eyes. The next thing I remember was being tied up and suspended. I was trapped inside some place. All I could do was watch my captor, Airachnid._

"_A piece of advice. Get comfortable. You're going to be here for a while." She said_

_She walked up to me and left a nice clean scratch on my face._

I took a heavy breath. I desperately tried to prevent my body from shaking up again. Leaving the tree stump, I went to search Airachnid. It didn't take long for me to find her. I quickly jumped to the top of the trees as I stared at her, anger surging through me. She didn't notice my presence. She was focused on something else. I looked and saw that she was going for a human inside a tent. A slight panic gripped me. I wasn't going to let her harm anyone else. Just as she was about to pounce on the human, I jumped out of the trees and tackled her. We started rolling down a steep hill before crashing into some rocks. We both stood up. Airachnid looked at me, an evil smiled plastered on her lips. I glared at her.

"Arcee! Small universe."

"Too small Airachnid." I spat.

She noted my tone of voice.

"You're still holding a grudge? The war's been over for mega cycles."

"Tell that to the Decepticons." I said, taking a fighting stance.

She slowly started to walk towards me.

"These days, I travel solo. I have a new hobby."

I growled. My mind went back to the creature she kept on her ship.

"I got a look at your collection." I told her, eyes watching her every movement.

"You mean my trophies. I collect endangered species. Of course, they're not so endangered until they meet me."

I had enough of her banter.

"Not gonna happen!" I yelled out.

I pounced on her but she threw me off using her spider legs. Quickly recovering, I withdrew my blaster and fired at her. She was agile and climbed up into the trees. She shot her webs at me and wrapped up my hands to prevent me from firing. I wasn't out though. The web was still connected to her. Using my strength, I pulled the web and Airachnid came tumbling out of the trees. I unsheathed my arm blades to slice the web off and continued firing my blasters at her. Dodging my blasts, she started shooting at me. I ran at her, dodging her shots, jumped up and, using a tree branch to help my momentum, jumped down, kicking her in the chest. She crumpled under my weight and I pointed my blasters at her face, prepared to deliver the killing blow.

It was then when I heard the ground shift nearby. Looking up, I saw Jack making his way over to me. Taking the opening, Airachnid landed a hard blow to my face, stunning me. She shot her web at me and pinned me to the rocky wall. I struggled to free myself.

"Arcee!" Jack called out to me.

I saw Airachnid turn around to face Jack, that fallacious smile on her lips. She jumped at him. I was desperate now. Using my arm blades to free my left arm, I fired a shot at Airachnid just in time. It hit her and sent her flying into a tree. Jack ran up to me. I yelled at him.

"What are you doing here? I told you to wait for me."

He tried to free me from the web.

"Partners don't just leave partners."

"Get this through your head. You're not my partner. You're a liability!"

"I don't believe you."

He looked at me. I looked at his piercing gaze. He spoke.

"I can see it in your eyes. You're afraid Arcee and you're never afraid."

My eyes widened in surprise as another memory flooded my head.

_I was still tied up as I watched Airachnid circle me. _

"_For an Autobot, your resilience is quite impressive. In fact, I bet that no matter what I do to you, you're never going to crack. Am I right?" she asked._

_I stayed silent and she smiled._

"_That's what I thought."_

_The doors to the chamber opened and I saw two Decepticons come inholding something. I gasped, realizing that it was my partner, Tailgate. He was badly hurt. The Decepticons put him in the same chains they put me into._

"_What did you do to him?" I demanded._

_Airachnid only grinned._

"_Not much…yet. Just tell me what I want to know or…well… you're a smart bot. I bet you could imagine what will happen to Tailgate." She threatened._

_I was afraid for my partner._

"_I don't know the attack coordinates."_

_She was not happy with that answer but I truly did not know them. She started walking towards Tailgate. Horror filled me. I yelled out…_

"_It's the truth! I swear upon the Allspark!"I pleaded._

"_We shall see." She said darkly._

_She walked up to Tailgate, her spider leg practically turning into a spear._

"_No. No! Please!" I begged._

_I saw her blade rise. There was nothing I could do. I was helpless and frozen in fear. Finally, her blade came down. Tailgate's Energon splattered everywhere. I heard myself scream…_

"_Tailgate!"_

I turned to Jack.

"You're right Jack. I am afraid….of losing you!" I finally admitted.

Jack looked at me surprised. Airachnid got up and started walking towards us.

"You sure have trouble holding on to your partners Arcee. We both know what happened to Tailgate but I recently heard some Decepticon chatter about the passing of Cliffjumper. You should ask yourself Arcee. Is it them or is it me?" she said.

"You see Jack. She's not interested in me. She's interested in hunting extraterrestrial being and right now, she is on Earth. That means humans. You jack!" I told him in desperation.

Jack's eyes widened in fear. Struggling to free myself, I yelled out to him.

"Run!"

I watched Jack run, to my relief but I was trapped. Airachnid walked up to me, laughing in amusement. How badly I wanted to get her in the face.

"That is why I work alone. It's so sad to see something bad happen to the ones you care about but don't get me wrong. I will kill you eventually and make it just as painful as Tailgate's death. It won't compare to the pain you'll feel when you see your human as part of my collection." She grinned.

My heart dropped as I watched Airachnid running after Jack. I had to get out of here! I desperately called his name and struggled to free myself. It was no use. Her webs were too strong. The thought of her taking away Jack clouded my mind like a maelstrom. Images of his dead body made me scream out…

"No!"

_I stared at Tailgate's lifeless body, my own unable to accept what had just happened. She was about to kill me when the door blew open. Airachnid fled immediately and I saw Bumblee and Cliffjumper rush over to save me. They freed me and carried me out of that terrible prison but Tailgate….he was gone. I wanted them to take Tailgate as well but all I could say was…_

"_I couldn't save him…I couldn't save my partner."_

I slumped down against the rocks feeling hopeless.

"Jack…I'm so sorry. I should have never looked back. I should have….kept driving."

A thought suddenly came to me, renewing my drive to save Jack. Summoning my strength, I stood up and transformed into my motorcycle form. Going at my full speed, I pushed the web as hard as I could, trying to free myself. I had already lost my first partner to her. I was not going to lose another.

After much struggling, the web broke apart and I was free. I wasted no time and zoomed to where Jack had run off to. I hope I made it in time. I would never forgive myself if Airachnid got to him first.

I drove as fast as possible when I heard some screaming. It was Jack. He was still alive! Speeding up, I followed it. I saw Jack tied up to a tree and Airachnid was just about to make a meal out of him. Blazing towards Jack at a speed I never thought was possible; I transformed back into my normal form and punched Airachnid square in the face. The blow sent her flying back but I was not going to stop there. As she was recovering, I landed a strong kick on her and continued my blows. I got her with several punches, making her stagger. She tried to fight back but I blocked her blows before landing one final kick on her chest, sending her flying.

Worried about Jack's wellbeing, I ran over to him and freed him.

"Jack! Are you alright?" I asked, concerned.

"Yea. Why wouldn't I be?" he replied, voice slightly shaky.

Relief hit me and I smiled at him. We heard a drilling sound behind us and I saw Airachnid making her escape by going underground.

"Airachnid!" I yelled out, blaster drawn and shooting into the hole she made but she was already gone.

Jack walked up to me and I sighed.

"So much for closure." I told him.

He looked at me, a little worried.

"Airachnid is stuck on Earth. That's not a good thing."

I gave him a sad smile.

"I'm sorry you had to face my demons today. You were pretty fearless there." I complimented.

He chuckled lightly.

"Actually, I was terrified, mostly for you."

I smiled and called Ratchet for a Ground Bridge back home. I watched Jack squash a mosquito that landed on his shirt.

"Need to get my partner away from any other oversized insects." I told him with a smirk.

Jack looked at me, a grin on his face.

"Partner huh?"

I laughed lightly.

"Junior partner."

Even though Jack may not be big like us, he is strong. He helped me face my fears today. He was my partner and I valued his friendship and strength. It was what made him and the other humans on Earth worth protecting.

**Omg oneshot done! Holy moly it's so long. This scene is based on episode 12 of transformers prime. It is called predatory and its my favorite episode. I love Arcee and I love how she can be so vulnerable yet be so strong. This episode definitely showed both sides. I wanted to make it in Arcee's POV to maybe give readers a glipse of how she must have felt. I hope you enjoyed it ^ ^ I do not own Transformers Prime lol ^ ^" oh and Btw the italics are her flashbacks. She has a whole bunch of them in this episode.**


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